exv10w47






Exhibit 10.47




EXECUTION




FIRST AMENDMENT TO PLEDGE AND SECURITY AGREEMENT




(QUEST ENERGY PARTNERS, L.P.)




     THIS FIRST AMENDMENT TO PLEDGE AND SECURITY AGREEMENT (herein referred to as this “Security
Agreement Amendment”) is executed as of July 16, 2009 but effective as of May 29, 2009, by QUEST
ENERGY PARTNERS, L.P., a Delaware limited partnership (“Debtor”), whose address is 210 Park Avenue,
Suite 2750, Oklahoma City, Oklahoma 73120, for the benefit of ROYAL BANK OF CANADA (in its capacity
as “Administrative Agent” and “Collateral Agent” for the Secured Parties, as such term is defined
in the Credit Agreement (hereafter defined)), as “Secured Party,” whose address is Royal Bank
Plaza, P.O. Box 50, 200 Bay Street, 12th Floor, South Tower, Toronto, Ontario M5J 2W7.



RECITALS




     WHEREAS, pursuant to that certain Amended and Restated Credit Agreement dated as of November
11, 2007 (as amended, supplemented and restated, the “Credit Agreement”), among QUEST RESOURCE
CORPORATION, a Nevada corporation (“Quest Resource”), QUEST CHEROKEE, LLC, a Delaware limited
liability company (the “Borrower”), Debtor, as guarantor, the various financial institutions that
are, or may from time to time become, parties thereto (individually a “Lender” and collectively the
“Lenders”) and Royal Bank of Canada, as administrative agent (in such capacity, the “Administrative
Agent”) and as collateral agent (in such capacity, the “Collateral Agent”), and KEYBANK NATIONAL
ASSOCIATION, as documentation agent, the Lenders have agreed to make Loans for the account of the
Borrower;



     WHEREAS, to secure loans made by the Lenders to the Borrower pursuant to the Credit Agreement,
Debtor entered into that certain Guaranty dated as of November 15, 2007 (the “Guaranty”) pursuant
to which the Debtor guaranteed the Obligations owing under the Credit Agreement; and



     WHEREAS, to secure its obligations under the Guaranty and to secure the loans made by the
Lenders to the Borrower pursuant to the Credit agreement, Debtor entered into that certain Pledge
and Security Agreement dated as of November 15, 2007 in favor of the Administrative Agent and
Collateral Agent for the benefit of the Lenders (the “Security Agreement”) pursuant to which the
Debtor granted a security interest in all assets of Debtor, including without limitation, all
Partnership/Limited Liability Company Interests owned by Debtor; and



     WHEREAS, the Debtor and Administrative Agent are entering into this Security Agreement
Amendment to amend Annex B-1 to the Security Agreement to include Debtor’s interest in STP Newco,
Inc., an Oklahoma corporation; and



     WHEREAS, Debtor has duly authorized the execution, delivery and performance of this Security
Agreement Amendment;



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     WHEREAS, this Security Agreement Amendment is integral to the transactions contemplated by the
Loan Documents, and the execution and delivery of this Security Agreement Amendment is a condition
precedent to the Lenders’ obligations to extend credit under the Loan Documents.



     ACCORDINGLY, for valuable consideration, the receipt and adequacy of which are hereby
acknowledged, Debtor and Secured Party hereby agree as follows:



     1. REFERENCE TO CREDIT AGREEMENT. The terms, conditions, and provisions of the Credit
Agreement are incorporated herein by reference, the same as if set forth herein verbatim, which
terms, conditions, and provisions shall continue to be in full force and effect hereunder so long
as the Lenders are obligated to lend under the Credit Agreement and thereafter until the
Obligations are paid and performed in full (except as provided in Sections 10.01(d) and 10.01(e) of
the Credit Agreement).



     2. Annex B-1 attached to the Security Agreement is hereby replaced and Annex B-1 attached
hereto is substituted therefor.



     THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES
AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF
THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.



Remainder of page Intentionally Blank

Signature Page to Follow.




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     IN WITNESS WHEREOF, Debtor has caused this Security Agreement Amendment to be duly executed
and delivered by an officer duly authorized as of the date first above written.



	 	 	 	 	 
	 	DEBTOR:

 	 
	 	 	 
	 
	 	QUEST ENERGY PARTNERS, L.P., a

Delaware limited partnership

 	 
	 	By:  	QUEST ENERGY GP, LLC, a
 	 
	 	 	Delaware limited liability company, 	 
	 	 	its General Partner 	 
	 
	 	 	 
	 	By:  	                      /s/ David Lawler
 	 
	 	 	David Lawler 	 
	 	 	President and Chief Executive Officer 	 
	 




Signature Page









 





	 	 	 	 	 
	 	SECURED PARTY:

 	 
	 	 	 
	 
	 	ROYAL BANK OF CANADA,

as Administrative Agent and Collateral Agent

 	 
	 	By:  	/s/ Susan Khokher
 	 
	 	 	Name:  	Susan Khokher 	 
	 	 	Title:  	Manager, Agency 	 
	 




Signature Page









 





ANNEX B-1 TO SECURITY AGREEMENT




COLLATERAL DESCRIPTIONS



A. Collateral Notes and Collateral Note Security: None



B. Pledged Shares:





	 	•	 	1,000 shares of the common stock of STP Newco, Inc., an Oklahoma corporation,
representing 100% of the issued and outstanding shares of capital stock.




C. Partnership/Limited Liability Company Interests:





	 	•	 	10,000 Units, which represents 100% of the issued and outstanding Units, in Quest
Cherokee, LLC, a Delaware limited liability company.




D. Agreements:





	 	•	 	Second Amended and Restated Limited Liability Company Agreement of Quest Cherokee,
LLC dated November 14, 2005.




E. Commercial Tort Claims: None



F. Deposit Accounts (including name of bank, address and account number):





	 	•	 	Account #805485834 at the Bank of Oklahoma.
	 
	 	•	 	Account #805485845 at the Bank of Oklahoma.






Annex B-1 - Page 1